This Customer Application Partner Agreement (the "Agreement") is entered into by and between Dealstream inc ("Provider") and [Partner Company Name] ("Partner") collectively referred to as the "Parties" in connection with the co-development and innovation of the Dealstream software solution ("Solution") provided by the Provider. This Agreement outlines the terms and conditions under which the Parties will collaborate, exchange innovative ideas, and establish marketing collaboration.

1.     BACKGROUND a. Provider is a SaaS software solution company that is developing and offering a cutting-edge software solution (the "Solution"). b. Partner is interested in collaborating with Provider to contribute innovative ideas and expertise to the development and enhancement of the Solution.

2.     CO-INNOVATION OBJECTIVES a. The Parties agree to collaborate and exchange innovative ideas and expertise for the purpose of enhancing and improving the Solution. b. Provider agrees to provide Partner with free access to the Solution for a period of five (5) years, subject to the terms and conditions of this Agreement. c. Partner agrees to actively participate in the co-innovation process, contributing ideas, feedback, and expertise to help shape the development and future iterations of the Solution.

3.     CONFIDENTIALITY a. Both Parties acknowledge and agree that any confidential information, including but not limited to trade secrets, technical specifications, development plans, algorithms, and other proprietary information shared between the Parties during the co-innovation process (the "Confidential Information") shall be kept confidential and not disclosed to any third party without the prior written consent of the disclosing Party. b. The obligations of confidentiality shall survive the termination or expiration of this Agreement.

4.     INTELLECTUAL PROPERTY a. Provider's Intellectual Property: Provider shall retain ownership of all intellectual property rights, including but not limited to copyrights, patents, trademarks, and trade secrets, associated with the Solution, its software, and related materials. b. Co-Innovation Contributions: Partner agrees that any improvements, modifications, or enhancements to the Solution developed jointly or contributed by Partner during the co-innovation process ("Co-Innovation Contributions") shall be owned exclusively by Provider. Partner hereby assigns all right, title, and interest in and to the Co-Innovation Contributions to Provider.

5.     CUSTOMER DATA a. Customer Data Ownership: Partner acknowledges and agrees that all ownership rights, including intellectual property rights, in and to the Customer Data shall be retained by the respective customers who provide the data. b. Use of Customer Data: Provider shall only process Customer Data in accordance with the terms of this Agreement and applicable data protection laws. Provider shall not use Customer Data for any purpose other than providing the Solution to the respective customers.

6.     MARKETING COLLABORATION a. Reference Customer: Partner agrees to act as a reference customer for Provider, allowing Provider to disclose Partner's identity and describe the nature of the business relationship between the Parties. b. Events and Public Speaking: Partner agrees, subject to its own availability and consent, to participate in events, conferences, or webinars as a speaker or panelist to share its experience and collaboration with Provider. c. Logo Usage: Partner grants Provider a non-exclusive, worldwide, royalty-free license to use Partner's logo and trademarks solely for the purpose of marketing and promoting the Solution and Provider's services on Provider's website, marketing materials, and other promotional channels. d. Joint Case Study: Partner agrees to collaborate with Provider in creating a joint case study highlighting the successful collaboration and results achieved through the co-innovation process. This case study may be published on both parties' websites and used for marketing and promotional purposes.

7.     LIMITATION OF LIABILITY a. Neither Party shall be liable to the other Party for any indirect, incidental, consequential, or punitive damages arising out of or in connection with the co-innovation activities under this Agreement, except in cases of willful misconduct or gross negligence.

8.     TERM AND TERMINATION a. This Agreement shall commence on the effective date and shall remain in effect for a period of five (2) years, unless terminated earlier in accordance with this Agreement. b. Either Party may terminate this Agreement upon [notice period] written notice to the other Party.

9.     GOVERNING LAW AND DISPUTE RESOLUTION a. This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction]. b. Any disputes arising out of or in connection with this Agreement shall be resolved amicably through good faith negotiations between the Parties. If the Parties fail to reach a mutually acceptable resolution, the disputes shall be subject to mediation or binding arbitration in accordance with the rules of [Arbitration Institution] in [Jurisdiction].

10. PARTICIPATION CAP

participants will be involved in customizing the DealStreamai’s platform to their company’s sales model. They will work closely with our dedicated project managers and data engineers to refine our proprietary AI model and tailor it for their organization so that it understand the nuances of their sales operations, leading to a personalized solution designed to increase their sales revenue.

As a CAP participant, you will also contribute towards DealStreamai's roadmap and product direction by:

·       Discussing sales processes and methodologies for AI improvement.

·       Offering your unique insights to help shape future enhancements.

·       Regular Usage: Integrating the AI tool into your daily sales operations to gather real-world data and insights.

·       Feedback: Regularly providing valuable feedback and recommendations based on your experience with the tool.

·       Offer written recommendations or testimonials, on successful application, and potentially co-present at AI conferences.

·       Providing press releases, and serving as references 

Why Join the CAP?

The CAP program opens early access to our AI Sales platform, and your feedback and insights will shape our product roadmap and direction. Moreover, as  Co Innovator, you'll receive up to 2 years of access to the DealStreamai software post-implementation.

Collaboration and Recognition

We'll celebrate your involvement with testimonials, press releases, and references. Plus, there will be opportunities to co-present with us at prestigious AI conferences, showcasing your company and the innovative approach and success with AI in sales.

Safety and Security

We prioritize your data privacy and security.

All private sales data used for AI model training will reside behind your organization's firewall, leveraging your existing enterprise security procedures. Additionally, a third-party mediator will be engaged to ensure further data protection. 

CAP Engagements:

Kickoff Meeting - Introduction of the DealStreamai Solution:

·       We will kick-start the journey in a meeting to introduce the DealStreamai solution to the team and elaborate on its potential benefits to your sales process. And define the scope and communication protocol, identifying the right channels, frequency, and participants for our ongoing discussions.

Data Access, Requirements and Data Protection Agreement (DPA):

·       To ensure the optimal function of our AI model, we'll need to define data access and requirements, in addition to agreeing on a Data Protection Agreement (DPA). This will involve determining which sales data will be fed into the model, as well as establishing guidelines for maintaining the privacy and security of this data.

Progress Tracking and Improvements

·       Once all agreements and contracts are finalized, we anticipate your team would need to dedicate a few hours per week for meetings. These meetings will serve as opportunities for us to review progress, troubleshoot any issues, and discuss potential enhancements to the solution.

Feedback Surveys:

·       Your feedback is vital to the success of the DealStreamai solution. As part of this program, we will invite you to contribute to feedback surveys. These can be completed at your convenience either via email or through the members' area on the DealStreamai website. Your input will greatly assist in refining our tool and services.

·       The client will also become a member of the Dealstream customer advisory board where, via regular quarterly meetings, the client will have the opportunity to contribute towards the Dealstream roadmap and product direction.

Project Resources

·       We will provide a project manager, an AI expert, and a dealstreamai platform expert to work with your team.

·       We will need a client assigned sales subject matter expert (SME) and technical resource to help with data integration of the sales and reporting data sets.  

The prime directive of this program is to:

·       Ensure that the client has a Dealstream platform that is providing real and valuable outcomes.

·       To better develop the Dealstream solution to improved performance for both the client and additional future customers.

·       To train the AI algorithms against real customer sales data and sales process / methodology

·       To provide enough value to the client allowing the client to feel comfortable with acting as a customer reference for other Dealstream customers.

11. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the Parties concerning the co-innovation of the Solution and supersedes all prior agreements, understandings, and communications, whether oral or written.

DATA PRIVACY ADDENDUM

This Data Privacy Addendum (the "Addendum") is entered into by and between [Your Company Name] ("Provider") and [Partner Company Name] ("Partner") collectively referred to as the "Parties" and forms an integral part of the Co-Innovation Agreement between the Parties.

1.     DATA PRIVACY OBLIGATIONS a. Compliance with Laws: Provider shall process any personal data obtained from Partner or Partner's customers in compliance with applicable data protection laws and regulations, including but not limited to the General Data Protection Regulation (GDPR) and any other relevant privacy laws. b. Data Processing Purposes: Provider shall process personal data obtained from Partner solely for the purpose of providing the Solution and fulfilling its obligations under the Co-Innovation Agreement.

2.     DATA SECURITY a. Security Measures: Provider shall implement appropriate technical and organizational measures to ensure the security, confidentiality, and integrity of personal data. b. Subprocessing: Provider shall ensure that any subprocessors engaged in processing personal data on its behalf are bound by contractual obligations to provide sufficient data protection guarantees.

3.     DATA SUBJECT RIGHTS a. Assistance and Cooperation: Provider shall reasonably assist Partner in responding to requests from data subjects exercising their rights under applicable data protection laws. b. Personal Data Breach: In the event of a personal data breach, Provider shall promptly notify Partner and cooperate in any investigation or mitigation efforts.

4.     TRANSFER OF PERSONAL DATA a. Transfers to Third Countries: Provider shall not transfer personal data to any third country without Partner's prior written consent, unless such transfer is made in compliance with applicable data protection laws.

5.     TERM AND TERMINATION The obligations set forth in this Data Privacy Addendum shall survive the termination or expiration of the Co-Innovation Agreement and shall remain in effect until all personal data provided by Partner to Provider has been securely deleted or returned, as instructed by Partner.